Forward Deliveries - Documentation, Tax & Disclosure Issues

Issues that were discussed included the basic mechanics to a forward delivery (what it is and how it works), documentation pitfalls and things to look out for, identifying tax issues, disclosing information about the purchase agreement and associated risks.


Christine E. Reynolds, Orrick, Herrington & Sutcliffe LLP, Portland, OR
Brooke D. Abola, Office of the City Attorney, San Francisco, CA
Clifford M. Gerber, Norton Rose Fulbright US LLP, San Francisco, CA 
Sandy M. MacLennan, Squire Patton Boggs (US) LLP, Tampa, FL 
Catherine Romanchek, Squire Patton Boggs (US) LLP, Cleveland, OH
John F. Stanley, Orrick, Herrington & Sutcliffe LLP, San Francisco, CA


Investor Considerations and Other Disclosure Trends


This panel discussed industry trends and best practices relating to risk disclosure and other considerations such as COVID impacts and response, cybersecurity, and climate change (why are these risks, drafting meaningful risk disclosure, due diligence, and other considerations).

Jade Turner-Bond, Nixon Peabody LLP, Los Angeles, CA 
Harout Dimijian, O'Melveny & Myers LLP, Los Angeles, CA
Rebecca J. Olsen, U.S. Securities and Exchange Commission, Washington, DC
Diane K. Quan, Hawkins Delafield & Wood LLP, Los Angeles, CA


Ongoing Disclosure Undertakings and Practical Due Diligence


This panel discussed the SEC Rule 15c2-12 and how municipal securities issuers, underwriters, municipal advisors and counsel have adjusted and implemented the amendments to the Rule. The panel also discussed the Q&A publication and other industry trends related to ongoing disclosure, including drafting the undertaking and diligencing compliance with listed events 15 and 16.


Brandon C. Pond, Hillis Clark Martin & Peterson P.S., Seattle, WA
David L. Cohen, RBC Capital Markets LLC, Jersey City, NJ 
Juliet H. Huang, Chapman and Cutler LLP, Chapman and Cutler LLP
Bryant D. Victor, Orrick, Herrington & Sutcliffe LLP, Sacremento, CA